website Changeset - aac6a0c94ef2 · Conservancy Kallithea

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@@ -33,8 +33,8 @@ This Agreement is made by and between The Software Freedom Conservancy

(``Conservancy'') and FIXME-CONTRIBUTOR-NAMES (the ``FIXME-SIGNATORIES'')

on behalf of the project known as FIXME (the ``Project'').  Conservancy

is a New York nonprofit public benefit corporation located in Brooklyn,

New York, which has received recognition of exemption from federal

income tax under Section 501(c)(3) of the Internal Revenue Code (IRC)

and classification as a public charity under IRC Sections 509(a)(1)

and 170(b)(1)(A)(vi).

on behalf of the project known as FIXME (the ``Project'') (each, a

``Party''; together, ``the Parties'').  Conservancy is a New York nonprofit

public benefit corporation located in Brooklyn, New York, which has received

ecognition of exemption from federal income tax under Section 501(c)(3) of

the Internal Revenue Code (IRC) and classification as a public charity under

IRC Sections 509(a)(1) and 170(b)(1)(A)(vi).

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@@ -65,3 +65,3 @@ principal office of the Project is located at: [FIXME: MAILING ADDRESS].

\textsc{Now, therefore, the parties hereby agree as follows:}

\textsc{Now, therefore, the Parties hereby agree as follows:}

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@@ -101,4 +101,4 @@ authorized in writing by Conservancy to do so.

\end{enumerate}

\item \textbf{Fees}. The Project agrees to donate ten percent

(10\%) of its gross revenue (including, but not necessarily limited

\item \textbf{Fees}. The FIXME-SIGNATORIES agree to donate ten percent

(10\%) of the Project's gross revenue (including, but not necessarily limited

to, all income and donations) to Conservancy for its general operations.

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@@ -106,3 +106,3 @@ to, all income and donations) to Conservancy for its general operations.

Notwithstanding the above, the Project agrees that should Conservancy

Notwithstanding the above, the FIXME-SIGNATORIES agree that should Conservancy

be required to pay any taxes (including but not limited to sales taxes

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@@ -129,3 +129,3 @@ donor intent in making determinations on the expenditure of that donor's

gift; however, the Parties acknowledge that expressions of donor intent

are not legally binding on Conservancy. The parties agree that all

are not legally binding on Conservancy. The Parties agree that all

money, and the fair market value of all property, deposited in the

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@@ -133,3 +133,3 @@ Project Fund be reported as the income of Conservancy, for both tax

purposes and for purposes of Conservancy's financial statements. It

is the intent of the parties that this Agreement be interpreted to

is the intent of the Parties that this Agreement be interpreted to

provide Conservancy with variance powers necessary to enable Conservancy

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@@ -142,3 +142,3 @@ under the terms of this Agreement shall be devoted to the purposes

of the Project, within the tax-exempt purposes of Conservancy. The

Project agrees not to use its funds or operate in any way which would

FIXME-SIGNATORIES agree not to use its funds or operate in any way which would

jeopardize the tax-exempt status of Conservancy. No item of revenue

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@@ -241,18 +241,26 @@ Minimum.

\item \textbf{An Elected Oversight Committee.} The FIXME-SIGNATORIES, each

a signatory hereto, shall supervise the election of a Project Oversight

Committee to represent the Project in its official capacity with the

Conservancy. There shall be seven Project Oversight Committee members,

elected by the community members of the Project. The list of community

members with voting rights (``Voting Membership'') is maintained

by the community and is available on request. The criterion for Voting

Membership is to have demonstrated an interest in the future of the

Project. An request for addition to the Voting Membership list can

be made by contacting the Election Team via the community mailing

list, and requesting the addition. Such requests must be endorsed

by at least one Voting Member.

The Project Oversight Committee may, by majority vote, revise the

criteria for Voting Membership and shall promptly notify Conservancy

of any such revisions.

a hereto, shall initially [FIXME: form or comprise] the

FIXME-LEADERSHIP-BODY-NAME as a Project Committee (``Committee'') to

represent the Project in its official communication with Conservancy.  The

Committee shall hereafter be elected by community members of the Project as

designated by the Committee or a subcommittee of the Committee (the

``Community Members'').

The positions on the Committee will be on a two-year staggered basis

([FIX-ME: some portion] of the initial board seats will be for one year).

The members of the Committee may be removed from the position at any time

by a majority vote of the Community Members.  Upon the resignation or

removal of a member of the Oversight Board, the Community Members shall

elect a replacement Community Member to serve on the Committee.

The Committee will elect a single individual to communicate with

Conservancy (the ``Representative'') and shall notify Conservancy promptly

following the election of a new Representative.  The Representative will

have the authority to instruct Conservancy on the Project's behalf on all

matters.

This section may be modified by a vote of at least $\frac{3}{4}$ths of the

Community Members, with the consent of Conservancy, such consent not to be

unreasonably withheld.

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@@ -292,3 +300,3 @@ the 60-day period, such approval not to be unreasonably withheld.

\end{enumerate}

\item \textbf{Additional Search Periods}. If the parties cannot agree on

\item \textbf{Additional Search Periods}. If the Parties cannot agree on

a Successor to sponsor the Project, the FIXME-LEADERSHIP-BODY-NAME

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@@ -305,3 +313,3 @@ that may be required.

\item \textbf{Termination Without a Successor}. If no Successor is found,

Conservancy may dispose of the Project assets and liabilities

Conservancy may dispose of Project assets and liabilities

in any manner consistent with applicable tax and charitable trust

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@@ -319,3 +327,3 @@ the laws of the State of New York. This Agreement constitutes the

only agreement, and supersedes all prior agreements and understandings,

both written and oral, among the parties with respect to the subject

both written and oral, among the Parties with respect to the subject

matter hereof.

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@@ -334,3 +342,3 @@ shall be as effective and enforceable as the original.

\textsc{In witness whereof}, the parties have executed this Fiscal

\textsc{In witness whereof}, the Parties have executed this Fiscal

Sponsorship Agreement effective on the FIXME day of FIXME, FIXME (the